Document and Entity Information
Document and Entity Information | 9 Months Ended |
May 31, 2017shares | |
Document And Entity Information | |
Entity Registrant Name | SHIFTPIXY, INC. |
Entity Central Index Key | 1,675,634 |
Document Type | 10-Q |
Document Period End Date | May 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --08-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 26,633,175 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2017 | Aug. 31, 2016 |
CURRENT ASSETS | ||
Cash and equivalents | $ 511,267 | $ 868,532 |
Accounts receivable | 155,995 | 56,438 |
Prepaid expenses | 404,820 | 342,996 |
Other current assets | 17,470 | 73,482 |
Total Current Assets | 1,089,552 | 1,341,448 |
Fixed Assets, net | 304,413 | 348,773 |
Deposits and Other Assets | 93,183 | 104,613 |
Total Assets | 1,487,148 | 1,794,834 |
CURRENT LIABILITIES | ||
Accounts payable | 578,105 | 826,447 |
Payroll related liabilities | 1,178,545 | 722,715 |
Other current liabilities | 370,228 | 121,269 |
Total Current Liabilities | 2,126,878 | 1,670,431 |
Stockholders' (Deficit) Equity | ||
Preferred stock, 50,000,000 authorized shares; $0.0001 par value; no shares issued and outstanding | ||
Common stock, 750,000,000 authorized shares; $0.0001 par value; 26,633,175 and 26,213,800 shares issued and outstanding, respectively | 2,664 | 2,622 |
Additional paid in capital | 3,735,891 | 2,030,018 |
Accumulated deficit | (4,378,285) | (1,908,237) |
Total Stockholders' (Deficit) Equity | (639,730) | 124,403 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 1,487,148 | $ 1,794,834 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2017 | Aug. 31, 2016 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 50,000,000 | 50,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 750,000,000 | 750,000,000 |
Common stock, issued | 26,633,175 | 26,213,800 |
Common stock, outstanding | 26,633,175 | 26,213,800 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | ||
Consolidated Statements Of Operations | |||||
Gross Billings | $ 27,456,730 | $ 13,324,855 | $ 93,252,371 | $ 15,605,125 | |
Adjustments to Gross Billings | 22,828,368 | 11,126,254 | 77,533,591 | 13,030,279 | |
Net Revenue | 4,628,362 | 2,198,601 | 15,718,780 | 2,574,846 | |
Cost of Revenue | 3,750,349 | 1,222,911 | 10,961,994 | 1,406,744 | |
Gross Profit | 878,013 | 975,690 | 4,756,786 | 1,168,102 | |
Operating Expenses | 3,587,685 | 925,934 | 7,226,834 | 1,318,757 | |
Net (Loss) Income | $ (2,709,672) | $ 49,756 | $ (2,470,048) | $ (150,655) | |
Net (Loss) Available to Common Shareholders per Common Share: | |||||
Basic | $ (0.10) | $ 0 | [1] | $ (0.09) | $ (0.01) |
Diluted | $ (0.10) | $ 0 | [1] | $ (0.09) | $ (0.01) |
Weighted Average Number of Common Shares Used in Per Share Computations: | |||||
Basic | 26,555,706 | 26,653,731 | 26,337,976 | 25,436,894 | |
Diluted | 26,555,706 | 26,653,731 | 26,337,976 | 25,436,894 | |
[1] | Denotes net income of less than $0.01 per share. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 24 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | May 31, 2017 | |
OPERATING ACTIVITIES | |||||
Net loss | $ (2,709,672) | $ 49,756 | $ (2,470,048) | $ (150,655) | $ 4,400,000 |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Depreciation and amortization | 49,021 | 12,620 | |||
Stock based compensation | 328,415 | ||||
Changes in Operating Assets and Liabilities | |||||
Accounts receivable | (99,557) | (93,477) | |||
Prepaid expenses | (61,824) | (307,639) | |||
Other current assets | 56,012 | ||||
Other assets | 11,430 | (117,107) | |||
Accounts payable | (248,342) | 360,863 | |||
Payroll related liabilities | 455,830 | 549,305 | |||
Other current liabilities | 248,959 | ||||
Net cash (used in) provided by Operating Activities | (1,730,104) | 253,910 | |||
INVESTING ACTIVITIES | |||||
Purchase of fixed assets | (4,661) | (270,186) | |||
Net cash used in investing activities | (4,661) | (270,186) | |||
FINANCING ACTIVITIES | |||||
Proceeds from issuance of common stock with warrants | 1,377,500 | 1,767,641 | |||
Net cash provided by financing activities | 1,377,500 | 1,767,641 | |||
Net (Decrease) Increase in Cash | (357,265) | 1,751,365 | |||
Cash at Beginning of Period | 868,532 | 103,650 | |||
Cash at End of Period | $ 511,267 | $ 1,855,015 | 511,267 | 1,855,015 | $ 511,267 |
SUPPLEMENTAL SCHEDULES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||
Common stock issued in exchange for stock subscription receivable | $ 104,960 |
Nature of Operations
Nature of Operations | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
NOTE 1: Nature of Operations | ShiftPixy, Inc. (the Company) was incorporated in the State of Wyoming on June 3, 2015. The Company is a specialized staffing service provider that provides solutions for large contingent part-time workforce demands, primarily in the restaurant, hospitality and maintenance service trades. The Companys initial focus is on the restaurant industry in Southern California. Shift Human Capital Management Inc. (SHCM), a wholly-owned subsidiary of ShiftPixy, Inc., is incorporated in the State of Wyoming. SHCM functions substantially as a professional employer organization ("PEO"), assuming significant attributes of employer status in relation to the subject employees, and provides workers compensation coverage written in the names of the clients (as may be required by some states). SHCM also functions as an administrative services only ("ASO") provider, in response to client needs for only administrative and processing services, performing functions in the nature of a payroll processor, human resources consultant, administrator of workers compensation coverages and claims, under circumstances wherein the client remains as the sole employer of the subject employees. These services are also available to businesses in all industries, not limited to the restaurant and hospitality industries. The Company hopes that this mechanism may become a way to onboard new clients into the ShiftPixy Ecosystem when eligible clients to whom we are providing these services recognize the value of the services provided by the parent Company. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 2: Summary of significant accounting policies | Basis of Presentation The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules of the Securities and Exchange Commission (SEC) applicable to interim reports of companies filing as a smaller reporting company. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Companys Annual Report on Form 1-A for the fiscal year ended August 31, 2016 filed with the SEC on March 31, 2017. In the opinion of management, the accompanying interim financial statements include all adjustments necessary in order to make the financial statements not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Certain notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Companys Annual Report on Form 1-A have been omitted. The accompanying balance sheet at May 31, 2017 has been derived from the audited balance sheet at August 31, 2016 contained in such Form 1-A. Principles of Consolidation The Company and its subsidiary have been consolidated in the accompanying consolidated financial statements. All intercompany balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition The Companys revenues are primarily attributable to fees for providing staffing solutions and PEO services. The Company recognizes revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Our gross billings are primarily based on (i) the payroll cost of our worksite employees; (ii) the employer portion of payroll-related taxes; (iii) employee benefit programs; (iv) workers compensation insurance coverage and (v) admin fees and delivery fees, which are the fees charged to clients for providing payroll processing and temporary staffing services. Net revenues exclude the payroll cost of our website employees component of gross billings. With respect to employer payroll taxes, employee benefit programs, workers compensation insurance, we believe that we are the primary obligor, have latitude in establishing price, selecting suppliers, and determining the service specifications and, as such, the gross billings for those components are included as net revenues. Net revenues are recognized ratably over the payroll period as worksite employees perform their service at the client worksite. Consistent with our revenue recognition policy, our direct costs do not include the payroll cost of our worksite employees. Our cost of revenue is primarily comprised of all other costs related to our worksite employees, such as the employer portion of payroll-related taxes, employee benefit plan premiums and workers compensation insurance costs. Earnings (Loss) Per Share The Company utilizes Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock options and warrants using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. Significant Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606 (ASU 2014-09). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 can be adopted by the Company either retrospectively or as a cumulative-effect adjustment as of the date of adoption. On April 1, 2015, the FASB decided to defer the effective date of the new revenue standard by one year. For public entities, the update is effective for financial statements issued for fiscal years beginning after December 15, 2018, and for private entities, the update is effective for financial statements issued after December 15, 2019. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements or decided upon the method of adoption. In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. |
Liquidity
Liquidity | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 3: Liquidity | The Company has generated accumulated losses since inception of approximately $4.4 million through May 31, 2017. The Company has a history of negative cash flows from operations and has limited working capital. Since inception, the Companys principal source of financing has come through the sale of its common stock. The Company successfully completed an Initial Public Offering (IPO) on NASDAQ on June 29, 2017, raising a total of $12 million (exclusive of underwriter commissions and certain IPO-related expenses). As a result, the Company believes that, because of its operating results as well as cash received from the IPO, the Company will have sufficient cash to fund operations through at least the next twelve months. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
NOTE 4: Stockholders Equity | Preferred Stock In September of 2016, an Option was given to each of the Shareholders of record as of September 28, 2016. The aforesaid Option is as follows: to purchase shares of Preferred Stock of the Corporation at $0.0001 per share par value (the Preferred Stock) in an amount equal to the lesser of (a) the number of shares of common stock held by such Shareholder on September 28, 2016, or (b) the number of shares of common stock held by such Shareholder on date of the Shareholders exercise of the aforesaid Option. All prior options for preferred stock were rescinded. The Preferred Stock that is the subject of such Option provides a right to elect a majority of the directors on the Board of Directors of the Corporation and does not include any rights to dividends, conversion to shares of Common Stock, or preference upon liquidation of the Corporation. The Option is exercisable only upon the acquisition of a 20% or greater voting interest in the Corporation by a party other than the founding shareholders, or prior to any proposed merger, consolidation (in which the Corporations Common Stock is changed or exchanged) or sale of at least 50% of the Corporations assets or earning power (other than a reincorporation). The right to exercise the Option terminates on December 31, 2023. Common Stock and Warrants During the nine months ended May 31, 2017, the Company sold 344,375 shares of common stock for $1,377,500 in cash. Each share includes one warrant to purchase a share of common stock at an exercise price of $4 per share expiring on March 1, 2019. In February 2017, the Board of Directors extended the expiration of all such warrants to March 1, 2019. During the three and nine months ended May 31, 2017, the Company issued 75,000 shares of common stock for services. The Company expensed the fair value of the common stock issued of $285,000. There was no common stock issued for services during the three and nine months ended May 31, 2016. The Board of Directors of ShiftPixy, Inc., on October 11, 2016, declared a 1 for 2 reverse securities split, to become effective on October 12, 2016. The stock split has been retroactively reflected in these financial statements. The following tables summarize our warrants outstanding as of May 31, 2017: Number of shares Weighted average remaining life (years) Weighted average exercise price Warrants outstanding, August 31, 2016, 2,027,600 2.5 $ 2.50 Issued 485,313 1.6 $ 4.00 (Exercised) - - - (Cancelled) - - - (Expired) - - - Warrants outstanding, May 31, 2017, 2,512,913 1.6 $ 2.79 Warrants exercisable, May 31, 2017, 2,512,913 1.6 $ 2.79 The following table summarizes information about warrants outstanding as of May 31, 2017: Exercise price Warrants Outstanding Weighted average life of outstanding warrants in years $2.00 1,013,800 1.6 $3.00 1,013,800 1.6 $4.00 485,313 1.6 2,512,913 1.6 |
Stock based Compensation
Stock based Compensation | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 5: Stock based Compensation | The Company granted options to purchase an aggregate total of 825,000 shares of Common Stock during the three months and nine months ended May 31, 2017. The weighted average estimated fair value per share of the stock options at grant date was $3.80 per share. Such fair values were estimated using the Black-Scholes stock option pricing model and the following weighted average assumptions. 2017 Expected life 4.0 years Estimated volatility 37.02 % Risk-free interest rate 2.02 % Dividends - Stock option activity during the nine months ended May 31, 2017 is summarized as follows: Options Outstanding Weighted Average Exercise Price Options outstanding at August 31, 2016 - $ - Exercised - $ - Granted 825,000 4.00 Forfeited (70,000 ) $ 4.00 Expired Options outstanding at May 31, 2017 755,000 $ 4.00 |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
NOTE 6: Subsequent Events | In June 2017, the Company received cash in the amount of $200,000 from investors purchasing 50,000 securities issued by the Company through an offering, extended pursuant to Section 506(c), to verified accredited investors, providing for the purchase of units at a cost of $4.00 per unit, with each unit including 1 share of Common Stock and one warrant to purchase 1 share of Common Stock at $4.00 per share. The warrants issued in connection with such units expire on March 1, 2019. On June 29, 2017, the Company completed an initial public offering of 2,000,000 shares of its common stock at $6.00 per share, receiving $11,276,000 in net proceeds after $720,000 in underwriter commissions and $4,000 in certain offering related expenses. The IPO included no shares by selling stockholders. Because the IPO of our Companys stock did not occur until after the conclusion of the period covered by this Quarterly Report on Form 10-Q, we did not use any of the proceeds from the IPO during the period covered by this Quarterly Report. On July 11, 2017, our Board of Directors authorized the issuance, effective on July 17, 2017, of 95,000 options to eight new employees of the Company pursuant to the 2017 Stock Option / Stock Issuance Plan (the Plan). Unless the Plan Administrator otherwise provides, each option is immediately exercisable, but the shares subject to such option will vest over a period of time as follows: 25% vest after a 12-month service period following the award, and the balance vest in equal monthly installments over the next 36 months of service. Management has evaluated subsequent events pursuant to the issuance of the interim consolidated financial statements and has determined that other than listed above, no other subsequent events exist through the date of this filing. |
Summary of significant accoun12
Summary of significant accounting policies (Policies) | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Basis of Presentation | The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules of the Securities and Exchange Commission (SEC) applicable to interim reports of companies filing as a smaller reporting company. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Companys Annual Report on Form 1-A for the fiscal year ended August 31, 2016 filed with the SEC on March 31, 2017. In the opinion of management, the accompanying interim financial statements include all adjustments necessary in order to make the financial statements not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Certain notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Companys Annual Report on Form 1-A have been omitted. The accompanying balance sheet at May 31, 2017 has been derived from the audited balance sheet at August 31, 2016 contained in such Form 1-A. |
Principles of Consolidation | The Company and its subsidiary have been consolidated in the accompanying consolidated financial statements. All intercompany balances have been eliminated. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | The Companys revenues are primarily attributable to fees for providing staffing solutions and PEO services. The Company recognizes revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Our gross billings are primarily based on (i) the payroll cost of our worksite employees; (ii) the employer portion of payroll-related taxes; (iii) employee benefit programs; (iv) workers compensation insurance coverage and (v) admin fees and delivery fees, which are the fees charged to clients for providing payroll processing and temporary staffing services. Net revenues exclude the payroll cost of our website employees component of gross billings. With respect to employer payroll taxes, employee benefit programs, workers compensation insurance, we believe that we are the primary obligor, have latitude in establishing price, selecting suppliers, and determining the service specifications and, as such, the gross billings for those components are included as net revenues. Net revenues are recognized ratably over the payroll period as worksite employees perform their service at the client worksite. Consistent with our revenue recognition policy, our direct costs do not include the payroll cost of our worksite employees. Our cost of revenue is primarily comprised of all other costs related to our worksite employees, such as the employer portion of payroll-related taxes, employee benefit plan premiums and workers compensation insurance costs. |
Earnings (Loss) Per Share | The Company utilizes Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock options and warrants using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. |
Significant Recent Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606 (ASU 2014-09). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 can be adopted by the Company either retrospectively or as a cumulative-effect adjustment as of the date of adoption. On April 1, 2015, the FASB decided to defer the effective date of the new revenue standard by one year. For public entities, the update is effective for financial statements issued for fiscal years beginning after December 15, 2018, and for private entities, the update is effective for financial statements issued after December 15, 2019. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements or decided upon the method of adoption. In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Summary of warrants outstanding | Number of shares Weighted average remaining life (years) Weighted average exercise price Warrants outstanding, August 31, 2016, 2,027,600 2.5 $ 2.50 Issued 485,313 1.6 $ 4.00 (Exercised) - - - (Cancelled) - - - (Expired) - - - Warrants outstanding, May 31, 2017, 2,512,913 1.6 $ 2.79 Warrants exercisable, May 31, 2017, 2,512,913 1.6 $ 2.79 |
Summary of information about warrants outstanding | Warrants Outstanding Weighted average life of outstanding warrants in years $2.00 1,013,800 1.6 $3.00 1,013,800 1.6 $4.00 485,313 1.6 2,512,913 1.6 |
Stock based Compensation (Table
Stock based Compensation (Tables) | 9 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Summary of weighted average assumptions | 2017 Expected life 4.0 years Estimated volatility 37.02 % Risk-free interest rate 2.02 % Dividends - |
Summary of stock option activity | Options Outstanding Weighted Average Exercise Price Options outstanding at August 31, 2016 - $ - Exercised - $ - Granted 825,000 4.00 Forfeited (70,000 ) $ 4.00 Expired Options outstanding at May 31, 2017 755,000 $ 4.00 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 9 Months Ended |
May 31, 2017 | |
Nature Of Operations Details Narrative | |
Entity Incorporation, State Country Name | State of Wyoming |
Entity Incorporation, Date of Incorporation | Jun. 3, 2015 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 24 Months Ended | ||
Jun. 29, 2017 | May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | May 31, 2017 | |
Liquidity Details Narrative | ||||||
Accumulated losses | $ (2,709,672) | $ 49,756 | $ (2,470,048) | $ (150,655) | $ 4,400,000 | |
Proceeds from initial public offering | $ 12,000,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 9 Months Ended |
May 31, 2017USD ($)$ / sharesshares | |
Ending balance | shares | 2,512,913 |
Weighted average remaining life Begning | 1 year 7 months 6 days |
Warrant [Member] | |
Beginning balance | shares | 2,027,600 |
Issued | $ | $ 485,313 |
Exercised | shares | |
Cancelled | shares | |
Expired | shares | |
Ending balance | shares | 2,512,913 |
Warrants exercisable Ending | shares | 2,512,913 |
Weighted average remaining life Begning | 2 years 6 months |
Issued | 1 year 7 months 6 days |
Weighted average remaining life Ending | 1 year 7 months 6 days |
Weighted average remaining life of warrants exercisable | 1 year 7 months 6 days |
Weighted Average Exercise Price Begning | $ / shares | $ 2.50 |
Issued | $ / shares | 4 |
Exercised | $ / shares | |
Cancelled | $ / shares | |
Expired | $ / shares | |
Weighted Average Exercise Price Ending | $ / shares | 2.79 |
Weighted average exercise price of warrants exercisable | $ / shares | $ 2.79 |
Stockholders_ Equity (Details1)
Stockholders’ Equity (Details1) | 9 Months Ended |
May 31, 2017shares | |
Warrants Outstanding | 2,512,913 |
Weighted average life of outstanding warrants in years | 1 year 7 months 6 days |
$2.00 Per Share [Member] | |
Warrants Outstanding | 1,013,800 |
Weighted average life of outstanding warrants in years | 1 year 7 months 6 days |
$3.00 Per Share [Member] | |
Warrants Outstanding | 1,013,800 |
Weighted average life of outstanding warrants in years | 1 year 7 months 6 days |
$4.00 Per Share [Member] | |
Warrants Outstanding | 485,313 |
Weighted average life of outstanding warrants in years | 1 year 7 months 6 days |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Oct. 11, 2016 | Feb. 28, 2017 | Sep. 28, 2016 | May 31, 2017 | May 31, 2017 | Aug. 31, 2016 |
Preferred Stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Coversion description | The Option is exercisable only upon the acquisition of a 20% or greater voting interest in the Corporation by a party other than the founding shareholders, or prior to any proposed merger, consolidation (in which the CorporationÂ’s Common Stock is changed or exchanged) or sale of at least 50% of the CorporationÂ’s assets or earning power (other than a reincorporation). | |||||
Date of exercise | Dec. 31, 2023 | |||||
Board of Directors [Member] | ||||||
Reverse securities split | 1 for 2 reverse securities split | |||||
Common Stock[Member] | ||||||
Date of exercise | Mar. 1, 2019 | Mar. 1, 2019 | ||||
Common stock shares sold | $ 344,375 | |||||
Cash recived from sale of common stock | $ 1,377,500 | |||||
Exercise price per share | $ 4 | |||||
Common stock issued for services | 75,000 | 75,000 | ||||
Common stock issued expence | $ 285,000 | $ 285,000 |
Stock based Compensation (Detai
Stock based Compensation (Details) | 9 Months Ended |
May 31, 2017$ / shares | |
Stock Based Compensation Details | |
Expected life | 4 years |
Estimated volatility | 37.02% |
Risk-free interest rate | 2.02% |
Dividends | $ 0 |
Stock based Compensation (Det21
Stock based Compensation (Details 1) - $ / shares | 3 Months Ended | 9 Months Ended |
May 31, 2017 | May 31, 2017 | |
Granted | 825,000 | 825,000 |
Ending balance | 2,512,913 | 2,512,913 |
Stock Option [Member] | ||
Beginning balance | ||
Exercised | ||
Granted | 825,000 | |
Forfeited | (70,000) | |
Expired | ||
Ending balance | 755,000 | 755,000 |
Weighted Average Exercise Price Begning | ||
Exercised | ||
Granted | 4 | |
Forfeited | 4 | |
Expired | ||
Weighted Average Exercise Price Ending | $ 4 | $ 4 |
Stock based Compensation (Det22
Stock based Compensation (Details Narrative) - $ / shares | 3 Months Ended | 9 Months Ended |
May 31, 2017 | May 31, 2017 | |
Stock Based Compensation Details Narrative | ||
Stock option granted | 825,000 | 825,000 |
Weighted average estimated fair value per share | $ 3.80 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||
Jul. 17, 2017 | Jun. 30, 2017 | Jun. 29, 2017 | Sep. 28, 2016 | |
Proceeds from public offering | $ 12,000,000 | |||
Warrants expired period | Dec. 31, 2023 | |||
Subsequent Event [Member] | ||||
Proceeds from public offering | $ 200,000 | 11,276,000 | ||
Public offering securities | $ 50,000 | $ 2,000,000 | ||
Per unit cost | $ 4 | $ 6 | ||
Units issued description | Each unit including 1 share of Common Stock and one warrant to purchase 1 share of Common Stock at $4.00 per share. | |||
Warrants expired period | Mar. 1, 2019 | |||
Underwriter commissions | $ 720,000 | |||
Other offering expense | $ 4,000 | |||
Subsequent Event [Member] | 2017 Stock Option [Member] | ||||
Option issuable authorization | 95,000 | |||
Stock issuance plan description | The shares subject to such option will vest over a period of time as follows: 25% vest after a 12-month service period following the award, and the balance vest in equal monthly installments over the next 36 months of service. |